The SEC’s newly proposed "Regulation Crypto Assets."

Everyone is talking about the SEC’s newly proposed "Regulation Crypto Assets."

Question: What would it do?

Answer: It would create a securities offering framework built specifically for certain investment contracts involving crypto assets. Two new exemptions: a one-time "startup exemption" for offerings of up to $5 million over four years, and a two-tier "fundraising exemption" for offerings of up to $75 million in a 12-month period, with disclosure and reporting requirements that scale up with the offering.

There is also a proposed safe harbor for when a crypto asset is no longer subject to an investment contract because the "essential managerial efforts" behind it have been completed or permanently ceased.

And the proposal is explicit about one thing: issuers relying on these exemptions would remain subject to the antifraud and antimanipulation provisions of the federal securities laws. That part does not change.

Comments are due October 20. Drafting comment letters is one of my favorite corners of practice, and a proposal like this is exactly where a well-built letter can shape the final rule. The comment file is where the SEC actually hears you.